exv10w1



 





Exhibit 10.1




LAIDLAW INTERNATIONAL, INC.




DIRECTOR /OFFICER INDEMNIFICATION AGREEMENT




     This Director/Officer Indemnification Agreement, dated as of April 7, 2004
(this “Agreement”), is made by and between Laidlaw International, Inc., a
Delaware corporation (the “Company”), and
(“Indemnitee”).



RECITALS:



     A. It is essential to the Company to attract and retain as directors and
officers the most capable persons reasonably available.



     B. Indemnitee is a director and/or officer of the Company.



     C. Both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors and/or officers of
public companies in today’s environment.



     D. Basic protection against undue risk of personal liability of directors
and officers in the past has been provided to a significant extent through
insurance coverage providing reasonable protection at reasonable cost; but
substantial changes in the marketplace for such insurance has made it
increasingly difficult to obtain such insurance.



     E. The current difficulty in obtaining adequate insurance and
uncertainties relating to indemnification have increased the risk of being
unable to attract and retain such persons.



     F. The Board of Directors of the Company has determined that the inability
to attract and retain such persons would be detrimental to the best interests
of the Company and its stockholders and that the Company should seek to assure
such persons that there will be increased certainty of such protection in the
future.



     G. In recognition of the need for corporations to be able to induce
capable and responsible persons to accept positions as directors and/or members
of management of business corporations, Delaware law authorizes corporations to
indemnify and advance certain expenses to their directors and officers, and
further authorizes corporations to purchase and maintain insurance for the
benefit of their directors and officers.



     H. The certificate of incorporation and bylaws of the Company require the
Company to indemnify and advance expenses to its directors and officers to the
fullest extent permitted by law and the Indemnitee has been serving and
continues to serve as a director or officer of the Company in part in reliance
on such bylaws.



 









 





     I. Therefore, in recognition of the need to provide Indemnitee with the
ability to resist and defend against unjustified and deficient claims, and with
substantial protection against personal liability arising from such claims, the
increasing difficulty in obtaining satisfactory director and officer liability
insurance coverage and Indemnitee’s reliance on the Company’s bylaws in order
to procure Indemnitee’s continued service as a director and/or officer of the
Company and to enhance Indemnitee’s ability to serve the Company in an
effective manner, and in order to provide such ability and protection pursuant
to express contract rights (intended to be enforceable irrespective of, among
other things, any amendment to the Company’s certificate of incorporation or
bylaws (collectively, the  “Constituent Documents”), any change in the
composition of the Company’s Board of Directors (the “Board”) or any
change-in-control or business combination transaction relating to the Company),
the Company wishes to provide in this Agreement for the indemnification of and
the advancement of Expenses (as defined in Section 1(e)) to Indemnitee to the
fullest extent (whether partial or complete) permitted by law and as set forth
in this Agreement and for the continued coverage of Indemnitee under the
Company’s directors’ and officers’ liability insurance policies.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, through service
with another enterprise, and intending to be legally bound hereby, the parties
hereby agree as follows:



     1. Certain Definitions. In addition to terms defined elsewhere herein,
the following terms have the following meanings when used in this Agreement
with initial capital letters:



          (a) “Change in Control” means the occurrence after the date of this
Agreement of any of the following events:



               (i) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”), is or becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of 50% or more of the total voting power
of the then outstanding Voting Stock; provided, however, that the following
events shall not constitute or result in a Change in Control: (A) any
acquisition of Voting Stock directly from the Company, (B) any acquisition of
Voting Stock by the Company, (C) any acquisition of Voting Stock by any
employee benefit plan (or related trust, or any trustee or other fiduciary
thereof in such capacity) sponsored or maintained by the Company or any
Subsidiary or (D) any acquisition of Voting Stock by any Person pursuant to a
Business Combination that complies with clauses (A), (B) and (C) of Section
1(a)(iii); or



               (ii) during any two-year period, individuals who, as of the beginning of
such period, constitute the Board (the “Incumbent Directors”) cease for any
reason (other than death or disability) to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the
then Incumbent Directors (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for
director, without objection of the Company to such nomination) shall be
considered as though such individual were an Incumbent Director, but excluding
for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest (as described in Rule
14a-12(c) of



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the Exchange Act) with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or



               (iii) consummation of a reorganization, merger or consolidation, or sale
or other disposition of all or substantially all of the assets, of the Company
(a  “Business Combination”), unless, in each case, immediately following such
Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners of Voting Stock of the Company
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of
the entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one
or more subsidiaries) in substantially the same proportions relative to each
other as their ownership, immediately prior to such Business Combination, of
the Voting Stock of the Company, (B) no Person (excluding any entity resulting
from such Business Combination or any employee benefit plan (or related trust,
or any trustee or other fiduciary thereof in such capacity) sponsored or
maintained by the Company, any Subsidiary or such entity resulting from such
Business Combination) beneficially owns, directly or indirectly, voting
securities representing 15% or more of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the entity resulting from such Business Combination except to the
extent such ownership existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the entity
resulting from such Business Combination were Incumbent Directors at the time
of the execution of the initial agreement or of the action of the Board
providing for such Business Combination; or



               (iv) approval by the stockholders of the Company of a plan of complete
liquidation or dissolution of the Company, except pursuant to a Business
Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).



               (v) For purposes of this Section 1(a), the following terms shall have the
following meanings:



                    (A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.



                    (B) “Subsidiary” means an entity in which the Company directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.



                    (C) “Voting Stock” means securities entitled to vote generally in the
election of directors.



          (b)  “Claim” means (i) any threatened, asserted, pending or completed
claim, demand, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, investigative, pursuant to any alternative dispute
mechanism or other, and whether made pursuant to federal, state or other law;
and (ii) any inquiry or investigation, whether made, instituted or conducted by
the Company or any other party, including without limitation any federal, state
or other governmental entity, that Indemnitee determines might lead to the
institution of any such claim, demand, action, suit or proceeding.



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          (c) “Controlled Affiliate” means any corporation, limited liability
company, partnership, joint venture, trust or other entity or enterprise,
whether or not for profit, that is directly or indirectly controlled by the
Company. For purposes of this definition, “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of an entity or enterprise, whether through the
ownership of voting securities, through other voting rights, by contract or
otherwise; provided that direct or indirect beneficial ownership of capital
stock or other interests in an entity or enterprise entitling the holder to
cast 20% or more of the total number of votes generally entitled to be cast in
the election of directors (or persons performing comparable functions) of such
entity or enterprise shall be deemed to constitute control for purposes of this
definition.



          (d) “Disinterested Director” means a director of the Company who is not
and was not a party to the Claim in respect of which indemnification is sought
by Indemnitee.



          (e) “Expenses” means attorneys’ fees, experts’ fees, witness fees, court
costs, retainers, transcript fees, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees and expenses and all
other costs, expenses and other amounts paid or payable in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to investigate, defend, be a witness in or participate in
(including on appeal), any Claim.



          (f) “Indemnifiable Claim” means any Claim (whether or not relating to any
event or occurrence prior to the date hereof) based upon, arising out of or
resulting from (i) any actual, alleged or suspected act or failure to act by
Indemnitee in his or her capacity as a director, officer, employee, agent or
fiduciary of the Company or as a director, officer, employee, member, manager,
trustee, agent or fiduciary of any other corporation, limited liability
company, partnership, joint venture, trust or other entity or enterprise,
whether or not for profit, as to which Indemnitee is or was serving at the
request of the Company as a director, officer, employee, member, manager,
trustee, agent or fiduciary, (ii) any actual, alleged or suspected act or
failure to act by Indemnitee in respect of any business, transaction,
communication, filing, disclosure or other activity of the Company or any other
entity or enterprise referred to in clause (i) of this sentence, or (iii)
Indemnitee’s status as a current or former director, officer, employee, agent
or fiduciary of the Company or as a current or former director, officer,
employee, member, manager, trustee, agent or fiduciary of the Company or any
other entity or enterprise referred to in clause (i) of this sentence or any
actual, alleged or suspected act or failure to act by Indemnitee in connection
with any obligation or restriction imposed upon Indemnitee by reason of such
status. In addition to any service at the actual request of the Company, for
purposes of this Agreement, Indemnitee shall be deemed to be serving or to have
served at the request of the Company as a director, officer, employee, member,
manager, trustee, agent or fiduciary of another entity or enterprise if
Indemnitee is or was serving as a director, officer, employee, member, manager,
trustee, employee or agent of such entity or enterprise and (i) such entity or
enterprise is or at the time of such service was a Controlled Affiliate, (ii)
such entity or enterprise is or at the time of such service was an employee
benefit plan (or related trust) sponsored or maintained by the Company or a
Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly
or indirectly caused Indemnitee to be nominated, elected, appointed,
designated, employed, engaged or selected to serve in such capacity.



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          (g) “Indemnifiable Losses” means any and all Losses relating to, arising
out of or resulting from any Indemnifiable Claim.



          (h) “Independent Counsel” means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Indemnifiable Claim giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.



          (i) “Losses” means any and all Expenses, damages, losses, liabilities,
judgments, fines, penalties (whether civil, criminal or other), ERISA excise
taxes and amounts paid in settlement, including without limitation all
interest, assessments and other charges paid or payable in connection with or
in respect of any of the foregoing.



     2. Indemnification Obligation. Subject to Section 7, the Company shall
indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted
by the laws of the State of Delaware in effect on the date hereof or as such
laws may from time to time hereafter be amended to increase the scope or amount
of such permitted indemnification, against any and all Indemnifiable Claims and
Indemnifiable Losses; provided, however, that, except as provided in Sections 4
and 23, prior to a Change in Control Indemnitee shall not be entitled to
indemnification (including any advance of expenses) pursuant to this Agreement
in connection with any Claim initiated by Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or
consented to the initiation of such Claim.



     3. Advancement of Expenses; Undertaking. Indemnitee shall have the right
to advancement by the Company prior to the final disposition of any
Indemnifiable Claim of any and all Expenses relating to, arising out of or
resulting from any Indemnifiable Claim paid or payable by Indemnitee or which
Indemnitee determines are reasonably likely to be paid or payable by
Indemnitee. Indemnitee’s right to such advancement is not subject to the
satisfaction of any standard of conduct. Without limiting the generality or
effect of the foregoing, within five business days after any request by
Indemnitee, the Company shall, in accordance with such request (but without
duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to
Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse
Indemnitee for such Expenses; provided that Indemnitee shall repay, without
interest, any amounts actually advanced to Indemnitee that, at the final
disposition of the Indemnifiable Claim to which the advance related, were in
excess of amounts paid or payable by Indemnitee in respect of Expenses relating
to, arising out of or resulting from such Indemnifiable Claim. In connection
with any such payment, advancement or reimbursement, Indemnitee undertakes and
agrees to repay any amounts paid, advanced or reimbursed by the Company in
respect of Expenses relating to, arising out of or resulting from any
Indemnifiable Claim in respect of which it shall have been determined,
following the final disposition of such Indemnifiable Claim and in accordance
with Section 7, that Indemnitee is not entitled to indemnification hereunder;
it being understood and agreed that the foregoing shall satisfy any requirement
that Indemnitee provide the Company



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with an undertaking to repay any advancement of Expenses prior to the
payment, advancement or reimbursement thereof by the Company.



     4. Indemnification for Additional Expenses. Without limiting the
generality or effect of the foregoing, the Company shall indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, shall reimburse
Indemnitee for, or advance to Indemnitee, within five business days of such
request, any and all Expenses paid or payable by Indemnitee or which Indemnitee
determines are reasonably likely to be paid or payable by Indemnitee in
connection with any Claim made, instituted or conducted by Indemnitee for (a)
indemnification or reimbursement or advance payment of Expenses by the Company
under any provision of this Agreement, or under any other agreement or
provision of the Constituent Documents now or hereafter in effect relating to
Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’
liability insurance policies now or hereafter maintained by the Company,
regardless in each case of whether Indemnitee ultimately is determined to be
entitled to such indemnification, reimbursement, advance or insurance recovery,
as the case may be, referred to in clause (a) or (b) of this sentence;
provided, however, that Indemnitee shall return, without interest, any such
advance of Expenses (or portion thereof) which remains unspent at the final
disposition of the Claim to which the advance related.



     5. Partial Indemnity. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Indemnifiable Loss but not for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.



     6. Procedure for Notification. To obtain indemnification under this
Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss,
Indemnitee shall submit to the Company a written request therefore, including a
brief description (based upon information then available to Indemnitee) of such
Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of
such request, the Company has directors’ and officers’ liability insurance in
effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss
is potentially available, the Company shall give prompt written notice of such
Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in
accordance with the procedures set forth in the applicable policies. The
Company shall provide to Indemnitee a copy of such notice delivered to the
applicable insurers, and copies of all subsequent correspondence between the
Company and such insurers regarding the Indemnifiable Claim or Indemnifiable
Loss, in each case substantially concurrently with the delivery or receipt
thereof by the Company. The failure by Indemnitee to timely notify the Company
of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company
from any liability hereunder unless, and only to the extent that, the Company
did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and
such failure results in forfeiture by the Company of substantial defenses,
rights or insurance coverage.



     7. Determination of Right to Indemnification.



          (a) To the extent that Indemnitee shall have been successful on the merits
or otherwise in defense of any Indemnifiable Claim or any portion thereof or in
defense of any issue or matter therein, including, without limitation,
dismissal with or without prejudice, Indemnitee shall be indemnified against
all Indemnifiable Losses relating to, arising out of or resulting from such
Indemnifiable Claim or portion thereof or issue or matter therein in accordance
with



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Section 2 and no Standard of Conduct Determination (as defined in Section
7(b)) shall be required.



          (b) To the extent that the provisions of Section 7(a) are inapplicable to
an Indemnifiable Claim that shall have been finally disposed of, any
determination of whether Indemnitee has satisfied any applicable standard of
conduct under Delaware law that is a legally required condition precedent to
indemnification of Indemnitee hereunder against Indemnifiable Losses relating
to, arising out of or resulting from such Indemnifiable Claim (a “Standard of
Conduct Determination”) shall be made at the election of Indemnitee, (i) by a
majority vote of the Disinterested Directors, even if less than a quorum of the
Board or, if such Disinterested Directors so direct, by a majority vote of a
committee of Disinterested Directors designated by a majority vote of all
Disinterested Directors, (ii) by the stockholders of the Company, (iii) by
Independent Counsel in a written opinion addressed to the Board, a copy of
which shall be delivered to Indemnitee or (iv) by a panel of three arbitrators,
one of whom is selected by Indemnitee, another of whom is selected by the
Company and the last of whom is selected by the first two arbitrators so
selected. Indemnitee will cooperate with the person or persons making such
Standard of Conduct Determination, including providing to such person or
persons, upon reasonable advance request, any documentation or information
which is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination. The Company shall indemnify and hold harmless Indemnitee
against and, if requested by Indemnitee, shall reimburse Indemnitee for, or
advance to Indemnitee, within five business days of such request, any and all
costs, expenses and other amounts (including attorneys’ and experts’ fees and
expenses) paid or payable by Indemnitee in so cooperating with the person or
persons making such Standard of Conduct Determination.



          (c) The Company shall use its reasonable best efforts to cause any
Standard of Conduct Determination required under Section 7(b) to be made as
promptly as practicable. If (i) the person or persons empowered or selected
under Section 7 to make the Standard of Conduct Determination shall not have
made a determination within 30 days after the later of (A) receipt by the
Company of written notice from Indemnitee advising the Company of the final
disposition of the applicable Indemnifiable Claim and (B) receipt by the
Company of written notice from Indemnitee notifying the Company of Indemnitee’s
choice of forum pursuant to Section 7(b) (the later of the events specified in
clause (A) and clause (B) being the “Notification Date”) and (ii) Indemnitee
shall have fulfilled its obligations set forth in the second sentence of
Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable
standard of conduct; provided that such 30-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person or persons
making such determination in good faith requires such additional time for the
obtaining or evaluation of documentation and/or information relating to such
determination.



          (d) If Indemnitee shall be entitled to indemnification hereunder against
any Indemnifiable Losses under circumstances where (i) no determination of
whether Indemnitee has satisfied any applicable standard of conduct under
Delaware law is a legally required condition precedent to indemnification of
Indemnitee hereunder against such Indemnifiable Losses, or (ii) Indemnitee has
been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any
applicable standard of conduct under Delaware law which is a legally required
condition precedent to indemnification of Indemnitee hereunder against such
Indemnifiable Losses, then the Company shall pay to Indemnitee, within five
business days after the later of (x) the



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Notification Date in respect of the Indemnifiable Claim or portion thereof
to which such Indemnifiable Losses are related, out of which such Indemnifiable
Losses arose or from which such Indemnifiable Losses resulted and (y) the
earliest date on which the applicable criterion specified in clause (i) or (ii)
above shall have been satisfied.



          (e) If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 7(b), the Independent Counsel shall be selected by
Indemnitee, and Indemnitee shall give written notice to the Company advising it
of the identity of the Independent Counsel so selected. The Company may, within
five business days after receiving written notice of selection from Indemnitee,
deliver to Indemnitee a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1(h), and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and
timely objection, the person or firm so selected shall act as Independent
Counsel. If such written objection is properly and timely made and
substantiated, (i) the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit and (ii) Indemnitee may, at its
option, select an alternative Independent Counsel and give written notice to
the Company advising the Company of the identity of the alternative Independent
Counsel so selected, in which case the provisions of the two immediately
preceding sentences and clause (i) of this sentence shall apply to such
subsequent selection and notice. If applicable, the provisions of clause (ii)
of the immediately preceding sentence shall apply to successive alternative
selections. If no Independent Counsel that is permitted under the foregoing
provisions of this Section 7(e) to make the Standard of Conduct Determination
shall have been selected within 30 days after the Company gives its initial
notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives
its initial notice pursuant to the second sentence of this Section 7(e), as the
case may be, either the Company or Indemnitee may petition the Court of
Chancery of the State of Delaware for resolution of any objection which shall
have been made by the Company or Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person or firm with respect to whom all objections are so
resolved or the person or firm so appointed will act as Independent Counsel.
In all events, the Company shall pay all of the reasonable fees and expenses
of, and all other fees, expenses and other amounts paid or payable by, the
Independent Counsel in connection with the Independent Counsel’s determination
pursuant to Section 7(b), including in connection with any challenge thereto or
defense thereof , and the Company shall fully indemnify and hold harmless such
counsel against any and all expenses (including attorney’s fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.



     8. Presumption of Entitlement. In making any Standard of Conduct
Determination or other determination relating to this Agreement, the person or
persons making such determination shall presume that Indemnitee has satisfied
the applicable standard of conduct or otherwise is entitled to the treatment
hereunder requested by Indemnitee, and the Company shall have the burden of
proof to overcome such presumption and shall satisfy such burden of proof (and
the person or persons making such determination shall be entitled to reach a
conclusion contrary to such presumption) only if the Company adduces clear and
convincing evidence to the contrary. Any Standard of Conduct Determination
that is adverse to Indemnitee may be challenged by the Indemnitee in the Court
of Chancery of the State of Delaware. No determination by the



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Company (including by its directors or any Independent Counsel or any
arbitration panel) that Indemnitee has not satisfied any applicable standard of
conduct shall be a defense to any Claim by Indemnitee for indemnification or
reimbursement or advance payment of Expenses by the Company hereunder or create
a presumption that Indemnitee has not met any applicable standard of conduct.



     9. No Other Presumption. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or its equivalent,
will not create a presumption that Indemnitee did not meet any applicable
standard of conduct or that indemnification hereunder is otherwise not
permitted.



     10. Reliance as Safe Harbor; Actions of Others.



          (a) For purposes of any Standard of Conduct Determination, Indemnitee
shall be deemed to have met the requisite standard of conduct if Indemnitee’s
action is based on the records or books of account of the Company, including
financial statements, or on information supplied to Indemnitee by the officers
of the Company in the course of their duties, or on the advice of legal counsel
for the Company or on information or records given or reports made to the
Company by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Company. The provisions of
this Section 10 shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.



          (b) The knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Company shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.



     11. Non-Exclusivity. The rights of Indemnitee hereunder will be in
addition to any other rights Indemnitee may have under the Constituent
Documents, or the substantive laws of the State of Delaware, any other contract
or otherwise (collectively, “Other Indemnity Provisions”); provided, however,
that (a) to the extent that Indemnitee otherwise would have any greater right
to indemnification under any Other Indemnity Provision, Indemnitee will be
deemed to have such greater right hereunder and (b) to the extent that any
change is made to any Other Indemnity Provision which permits any greater right
to indemnification than that provided under this Agreement as of the date
hereof, Indemnitee will be deemed to have such greater right hereunder. The
Company will not adopt any amendment to any of the Constituent Documents the
effect of which would be to deny, diminish or encumber Indemnitee’s right to
indemnification under this Agreement or any Other Indemnity Provision.



     12. Liability Insurance and Funding. For the duration of Indemnitee’s
service as a director and/or officer of the Company, and thereafter for so long
as Indemnitee shall be subject to any pending or possible Indemnifiable Claim,
the Company shall use commercially reasonable efforts (taking into account the
scope and amount of coverage available relative to the cost thereof) to cause
to be maintained in effect policies of directors’ and officers’ liability
insurance providing coverage for directors and/or officers of the Company that
is at least substantially comparable in scope and amount to that provided by
the Company’s current policies of directors’ and officers’ liability insurance.
The Company shall provide Indemnitee with a copy of all directors’ and
officers’ liability insurance applications, binders, policies, declarations,



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endorsements and other related materials, and shall provide Indemnitee
with a reasonable opportunity to review and comment on the same. Without
limiting the generality or effect of the two immediately preceding sentences,
no discontinuation or significant reduction in the scope or amount of coverage
from one policy period to the next shall be effective (i) without the prior
approval thereof by a majority vote of the Incumbent Directors, even if less
than a quorum, or (ii) if at the time that any such discontinuation or
significant reduction in the scope or amount of coverage is proposed there are
no Incumbent Directors, without the prior written consent of Indemnitee (which
consent shall not be unreasonably withheld or delayed). In all policies of
directors’ and officers’ liability insurance obtained by the Company,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits, subject to the same limitations, as
are accorded to the Company’s directors and officers most favorably insured by
such policy. The Company may, but shall not be required to, create a trust
fund, grant a security interest or use other means, including without
limitation a letter of credit, to ensure the payment of such amounts as may be
necessary to satisfy its obligations to indemnify and advance expenses pursuant
to this Agreement.



     13. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the related
rights of recovery of Indemnitee against other persons or entities (other than
Indemnitee’s successors), including any entity or enterprise referred to in
clause (i) of the definition of “Indemnifiable Claim” in Section 1(f).
Indemnitee shall execute all papers reasonably required to evidence such rights
(all of Indemnitee’s reasonable Expenses, including attorneys’ fees and
charges, related thereto to be reimbursed by or, at the option of Indemnitee,
advanced by the Company).



     14. No Duplication of Payments. The Company shall not be liable under
this Agreement to make any payment to Indemnitee in respect of any
Indemnifiable Losses to the extent Indemnitee has otherwise actually received
payment (net of Expenses incurred in connection therewith) under any insurance
policy, the Constituent Documents and Other Indemnity Provisions or otherwise
(including from any entity or enterprise referred to in clause (i) of the
definition of “Indemnifiable Claim” in Section 1(f)) in respect of such
Indemnifiable Losses otherwise indemnifiable hereunder.



     15. Period of Limitations. No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of the facts
which gave rise to such cause of action, and any claim or cause of action of
the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action such shorter period shall govern.



     16. Change in Control. The Company agrees that if there is a Change in
Control of the Company, then with respect to all matters thereafter arising
concerning the rights of Indemnitee to indemnity payments and advances of any
Expenses under this Agreement or any other agreement or Company bylaw now or
hereafter in effect relating to Indemnifiable Claims or Indemnifiable Losses,
the Company shall seek legal advice only from Independent Counsel selected by
Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
the Indemnitee would be permitted to be



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indemnified under applicable law. In all events, the Company shall pay
all of the reasonable fees and expenses of, and all other fees, expenses and
other amounts paid or payable by, the Independent Counsel referred to in this
Section 16 in connection with the foregoing, including in connection with any
challenge to or defense of any action or decision of such Independent Counsel,
and the Company shall fully indemnify and hold harmless such counsel against
any and all expenses (including attorney’s fees), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.



     17. Defense of Claims. The Company shall be entitled to participate in
the defense of any Indemnifiable Claim or to assume the defense thereof, with
counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee
believes, after consultation with counsel selected by Indemnitee, that (a) the
use of counsel chosen by the Company to represent Indemnitee would present such
counsel with an actual or potential conflict, (b) the named parties in any such
Indemnifiable Claim (including any impleaded parties) include both the Company
and Indemnitee and Indemnitee shall conclude that there may be one or more
legal defenses available to him or her that are different from or in addition
to those available to the Company, or (c) any such representation by such
counsel would be precluded under the applicable standards of professional
conduct then prevailing, then Indemnitee shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular Indemnifiable Claim) at the Company’s expense. The
Company shall not be liable to Indemnitee under this Agreement for any amounts
paid in settlement of any threatened or pending Indemnifiable Claim effected
without the Company’s prior written consent. The Company shall not, without
the prior written consent of the Indemnitee, effect any settlement of any
threatened or pending Indemnifiable Claim which the Indemnitee is or could have
been a party unless such settlement solely involves the payment of money and
includes a complete and unconditional release of the Indemnitee from all
liability on any claims that are the subject matter of such Indemnifiable
Claim. Neither the Company nor Indemnitee shall unreasonably withhold its
consent to any proposed settlement; provided that Indemnitee may withhold
consent to any settlement that does not provide a complete and unconditional
release of Indemnitee.



     18. Successors and Binding Agreement. (a) The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form and substance satisfactory to
Indemnitee and his or her counsel, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent the Company would be
required to perform if no such succession had taken place. This Agreement
shall be binding upon and inure to the benefit of the Company and any successor
to the Company, including without limitation any person acquiring directly or
indirectly all or substantially all of the business or assets of the Company
whether by purchase, merger, consolidation, reorganization or otherwise (and
such successor will thereafter be deemed the “Company” for purposes of this
Agreement), but shall not otherwise be assignable or delegatable by the
Company.



          (a) This Agreement shall inure to the benefit of and be enforceable by the
Indemnitee’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, legatees and other successors.



          (b) This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or delegate this Agreement or
any rights or obligations



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hereunder except as expressly provided in Sections 18(a) and 18(b).
Without limiting the generality or effect of the foregoing, Indemnitee’s right
to receive payments hereunder shall not be assignable, whether by pledge,
creation of a security interest or otherwise, other than by a transfer by the
Indemnitee’s will or by the laws of descent and distribution, and, in the event
of any attempted assignment or transfer contrary to this Section 18(c), the
Company shall have no liability to pay any amount so attempted to be assigned
or transferred.



     19. Notices. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder shall be in writing and shall be deemed to
have been duly given when hand delivered or dispatched by electronic or
facsimile transmission (with receipt thereof orally confirmed), or five
business days after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid or one business day after
having been sent for next-day delivery by a nationally recognized overnight
courier service, addressed to the Company (to the attention of the Secretary of
the Company) and to Indemnitee at the addresses shown on the signature page
hereto, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except that notices of changes of
address will be effective only upon receipt.



     20. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to
the principles of conflict of laws of such State. The Company and Indemnitee
each hereby irrevocably consent to the jurisdiction of the Chancery Court of
the State of Delaware for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be brought only in the Chancery
Court of the State of Delaware.



     21. Validity. If any provision of this Agreement or the application of
any provision hereof to any person or circumstance is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or circumstance shall not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal shall be reformed to the extent, and only to the extent, necessary to
make it enforceable, valid or legal. In the event that any court or other
adjudicative body shall decline to reform any provision of this Agreement held
to be invalid, unenforceable or otherwise illegal as contemplated by the
immediately preceding sentence, the parties thereto shall take all such action
as may be necessary or appropriate to replace the provision so held to be
invalid, unenforceable or otherwise illegal with one or more alternative
provisions that effectuate the purpose and intent of the original provisions of
this Agreement as fully as possible without being invalid, unenforceable or
otherwise illegal.



     22. Miscellaneous. No provision of this Agreement may be waived, modified
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Indemnitee and the Company. No waiver by either party hereto
at any time of any breach by the other party hereto or compliance with any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter
hereof have been made by



12









 







either party that are not set forth expressly in this Agreement.
References to Sections are to references to Sections of this Agreement.



     23. Legal Fees and Expenses. It is the intent of the Company that
Indemnitee not be required to incur legal fees and or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee’s rights under
this Agreement by litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to
Indemnitee hereunder. Accordingly, without limiting the generality or effect
of any other provision hereof, if it should appear to Indemnitee that the
Company has failed to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes or threatens to take
any action to declare this Agreement void or unenforceable, or institutes any
litigation or other action or proceeding designed to deny, or to recover from,
Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, the Company irrevocably authorizes the Indemnitee from time to time
to retain counsel of Indemnitee’s choice, at the expense of the Company as
hereafter provided, to advise and represent Indemnitee in connection with any
such interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Indemnitee’s entering into an attorney-client
relationship with such counsel, and in that connection the Company and
Indemnitee agree that a confidential relationship shall exist between
Indemnitee and such counsel. Without respect to whether Indemnitee prevails,
in whole or in part, in connection with any of the foregoing, the Company will
pay and be solely financially responsible for any and all attorneys’ and
expert’s fees and expenses, and any and all other costs, expenses and other
amounts otherwise paid or payable by Indemnitee in connection with any of the
foregoing.



     24. Certain Interpretive Matters. No provision of this Agreement shall be
interpreted in favor of, or against, either of the parties hereto by reason of
the extent to which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.



     25. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original but all of which
together shall constitute one and the same agreement.



[Signatures Appear On Following Page]




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     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date first
above written.



	 	 	 
	

	 	LAIDLAW INTERNATIONAL, INC.

55 Shuman Boulevard

Naperville, Illinois 60563

	 
	 	 
	

	 	By:
	

	 	
 
	

	 	Name: Beth B. Corvino

Title: Senior Vice President, General Counsel and

          Corporate Secretary
	 
	 	 
	

	 	INDEMNITEE

[Name]

[Address]

	 
	 	 
	 
	 	 
	

	 	
 








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